Onfolio Holdings Inc. has reduced the minimum number of stockholders required to hold a valid meeting, lowering the quorum threshold from a majority of voting power to one-third. The company disclosed the change in a Form 8-K filed with the U.S. Securities and Exchange Commission, detailing an amendment to its Amended and Restated By-Laws that took effect immediately upon approval.
The Board of Directors of Onfolio Holdings, a Delaware corporation listed on the Nasdaq Capital Market under the ticker ONFO, approved the amendment by unanimous written consent on September 29, 2026. The specific change targets Section 2.07 of the company's bylaws, which were originally adopted on April 22, 2022. Previously, a meeting required the presence of stockholders holding a majority in voting power of the shares entitled to vote, either in person or by proxy. Under the new rules, only one-third of that voting power is necessary to constitute a quorum.
The company stated that this amendment was adopted in connection with its upcoming Special Meeting of Stockholders. The one-third threshold represents the statutory minimum permitted under Section 216 of the Delaware General Corporation Law. The Board exercised its authority under Section 109(a) of the DGCL and the company's Certificate of Incorporation to implement the change without a formal meeting, relying on Section 141(f) of the DGCL for the unanimous written consent process.
Onfolio Holdings reported that it is an emerging growth company as defined by the Securities Act and Exchange Act. The company's principal executive offices are located at 1007 North Orange Street in Wilmington, Delaware. The filing was signed on October 5, 2026, by Dominic Wells, who serves as a Director and Chief Executive Officer. The amended bylaws are filed as Exhibit 3.1 to the report, with the full text incorporated by reference into the current report.